A character asks me that question every time I step into the general store. It’s rhetorical: the answer is “everyone’s obsessed with death.” I smile and nod, closing the thick wooden doors behind me. The lad has a point: dragons are returning to terrorize the populace; there’s a civil war brewing that could turn the Empire’s wrath against us; necromancers are summoning evil wolf gods from beyond the grave; and one sleep-deprived sorcerer is trying to unload two hundred pounds of soiled and blood-stained fur armor on Skyrim’s shopkeepers every day. Whoops, that’s me.

At first I was annoyed with how similar Skyrim felt to Oblivion. I’m using an Xbox 360 controller on the PC, and whatever they’ve done to the rest of the engine, the feel of the game is precisely the same. Same field of view, same walking speed, same turning speed. I go over bumps and down hills exactly as I did in Cyrodiil. Not that I expected Bethesda to get its hands on the Mirror’s Edge or Condemned engine, but like the disappointing iPhone 4S reveal, the game has the feel of old tech. You get over it, but it’s like buying new shoes that fit exactly like your old ones. Things that are new are supposed to be different, right?

One big difference is the menu, which has taken a step backward in terms of interface design. NO. SHUT UP. The new interface is not better. You’ve been staring at Windows Phone and Crate & Barrel ads too long, it’s corrupted your idea of what an interface is supposed to accomplish. Especially an interface to a game whose single-player lifespan is intended to rival Counter-Strike. You can’t just increase the font size and call it a day.

Skyrim players, bring up your list of armor and tell me which one weighs the least. Hint: you can’t do this quickly, because the inventory list only shows the names of each item, not its properties. So you have to scroll to each item, look at the weight number, and do the sorting in your head. How about magick? What’s your most powerful Destruction spell? Same issue: only names in the list, not damage or magick cost. The old UI was a medieval version of Microsoft Excel, but the spreadsheet format works significantly better for tasks like vending loot, finding powerful spells and locating enchanted items. You know, things you do in a fantasy role-playing game.

Minimalism has even corrupted the way you move around Skyrim’s menus. Picture this: you’re using an Xbox controller, looking at your inventory categories. After moving the cursor to “Weapons,” you press the A button to look at your weapons. Now, pop quiz: how do you Back out to look at your armor? Did you guess the B button? WRONG. You’ve just exited the menu entirely, and that wolf has taken another bite of your midsection. The correct answer was to press left on the directional pad. Just once! If you press it twice, it takes you out of the inventory and back to the “where do you want to go today?” menu selector. It’s the same frustration on the magick side, except there you have to press right on the directional pad to go “back.”

I can guess the developer’s intent: to ensure button presses are only used for actions (equip, drop) and directional presses are only used for navigation. What’s actually happening is that Skyrim players are forced to spend the first three hours of the game trying to unlearn the interface assumptions they’ve used their entire life. If the A button takes you in, the B button takes you out. The ability to rotate jeweled raptor claws in 3D does not explain why they trashed Oblivion’s usable UI.

Interface gnashing aside, Skyrim has taken all of our issues from Oblivion, fixed what could be fixed and wallpapered over the rest. Their facial animation still doesn’t compare to even the original Mass Effect, but since you no longer zoom in on people’s faces it’s not such a big deal. Time no longer stops while you converse. Haggling with merchants is gone, as is the speech mini-game with the pie wedges. Lock picking is now the dual-rotation system from Fallout 3, and anyone of any skill can pick any lock of any difficulty as long as you have enough picks. The sweet zone just gets more narrow as the lock gets more difficult. Removing an item from a table no longer causes the other items to float upwards. While you still have to put up with airlocks between the overworld and cities, and cities and houses, there are cute little door animations before each transition. Some places (like caves) no longer force you to press a button to enter or exit. Just run into the cave and the game automatically sends you to the new area. Much improved.

But there are some regressions. Shadows move as the time of day changes, but they don’t creep forward smoothly. Every minute or so, all shadows everywhere simultaneously advance about six inches in one second. While you’re talking to someone outside, you can see the shadows behind them move in lockstep. It’s spooky, like a clock whose hour hand slams forward five degrees when the minute hand reaches the top. I don’t remember this happening in the last game.

Reacting to the horse armor DLC debacle in Oblivion, Bethesda fitted the equines in Skyrim with adamantium skeletons. They are now gods made flesh, able to fight dragons, shrug off giants, and scale mountains with infinite torque. This isn’t really a problem unless you’re already sick of Skyrim posts on /r/gaming. Drawing a sword or bow makes your head bob with the motion, except those random times when it doesn’t. Followers can be instructed to do specific things like “sit in that chair” or “pick up that can,” but they still enjoy cheekily standing in doorways or, when behind you, advancing on the barbarian you’re trying to back away from in a narrow corridor. I must think it’s as funny as they do, because I repay them by scaling challenging terrain and letting them path their way across half a mountain to catch up.

Even with all this to complain about (and more), Skyrim is a masterpiece.

While this is another Gamebryo engine title, it has clearly been customized and optimized within an inch of its life. Textures are improved, mountains look like more than spiky rocks from a distance, and the weather effects are phenomenal. As Alone in the Dark was for fire, so is Skyrim for snow. It’s not just the snow that blows through the air that looks real. You can see it gusting off rocks, howling across plains and smashing against structures. Up in the mountains, along the Seven Thousand Steps to High Hrothgar, is the coldest you’ll ever feel while gripping a game controller. Melted, you get amazing rivers, streams and waterfalls. As an amateur game developer I can see the textures moving across a model, but there are so many little details. Huge spray against giant rocks, tiny bubbles from a pebble’s interference. Bethesda layers multiple water textures together for a remarkably convincing look.

In place of random Oblivion gates, Skyrim has dragons. Dragons that appear at any time, but not so often that they grow mundane. Dragons that are fought by the guards of the towns they attack. Dragons that perform fiery swoops, land on buildings, and advance menacingly towards you on their hands. Killing one gives you a Dragon Soul which you use to unlock Shouts, some nice loot, and some dragon bones that just scream “make dragon armor from me!” They shriek terribly, look beautiful, and make the ground shake as they pass. Killing your first few are a triumph.

I’m not sure how long it’ll last. This is one of the parts of Skyrim where you have to throw yourself into the fantasy to make it work. Once you get over your initial fear you’ll quickly discover that a) dragon fire doesn’t hurt that much; b) they have very clear “okay you can hit me now” periods; c) they don’t have that many hit points; d) they usually have a lot of other people to attack instead of you; and e) your Shouts can stop their breath attacks. If you track them in the sky, you’ll often see dragons perform UFO-like impossible aerial maneuvers. From a game design perspective I’m not sure how Bethesda could have improved the situation. If the dragons are too resilient, they’ll end up killing important NPCs during their rampage. If they’re too powerful, they’ll kill the player too quickly and nobody will have any fun. As it stands the dragons are good to fight, but they’re not a challenge. Maybe I should crank up the difficulty.

While the fundamentals of the game are very similar to Oblivion, in Skyrim they come together to form a stronger whole. Quests are longer and more thoughtful, giving you achingly difficult decisions to make. Even your first choice in the game is tricky: do you escape with the rebel dude and risk the wrath of the imperials, or do you follow the man who was going to kill you thirty seconds ago and be despised by the locals? I literally danced back and forth on the spot, looking back and forth from rebel dude to imperial man to rebel dude. In a later quest I learned the real reason why the menacing bounty hunters are chasing this beautiful noblewoman, so I betray her trust and deliver her to certain death. A Professor Snape lookalike at the magic college erects a whirlwind barrier to protect his evil experiment, so the archmage and I blast spells at it until it’s brought down. The improved textures, effects, and character animation make Skyrim feel more like a personal Lord of the Rings epic than a graphical adaptation of a text adventure.

Combat has improved since Oblivion, but not significantly. It doesn’t have the weight and precision of Dark Souls nor the visceral impact of Condemned. But the tweaks made are for the better. Dual casting spells is great fun, and you can mix and match what you have equipped in each hand. I like a fire/lightning combination. There are rare finisher animations, and most enemies will drop to their knees and beg for mercy when they’re low on health. Pro tip: they’re buying time to heal. Kill them immediately. As an archer, I’m really impressed with the precise damage detail. Shoot an arrow into a barbarian’s exposed skin and he bleeds from there. It’s gruesomely delightful. The opponents I fight end up doing their best Boromir impression by the time I’m picking through their bodies for loot.

Looting is the same as it ever was in any Elder Scrolls game, but here we see one of the few downsides of Skyrim’s overall improvements. I’m sure I giggled about this in previous games, but here the ability to “press X for naked” pushes past silly to creepy. In Skyrim, when you kill a guy or girl, you can take their stuff. If they’re holding a cool mace or wearing enchanted armor, it’s yours. What this usually means is, you look at a dead body, press A to see what they have, then press X to take all of it. Poof! They’re naked. Well, not really. Everyone, regardless of race or riches, wears conservative underwear and bras. But as you backtrack through a dungeon, you constantly step over the PG-13 corpses of your enemies, a Calvin Klein conga line mass suicide. In my case it’s worse, because I only take items with a certain weight to value ratio. This means I’m leaving boots and gloves on my victims, like I have a fetish for naked muscly manly pecs. Which I don’t! But Lydia keeps teasing me about it.

Like the other Elder Scrolls and Fallout games, you can have followers in Skyrim. The difference, the big difference, is that you can find them much earlier and recruit them much more easily than the other games. There’s an elf in the first village who’ll follow you, but all my time has been spent with Lydia from Whiterun. She was assigned to me by the Jarl after I helped defend the city against a dragon attack. Gabe from Penny Arcade left her in the castle, unsure what to do with her. DON’T DO THIS. It’s simple: take her (or anyone else, really) with you on your adventures. For me, for someone who sunk dozens of hours into Oblivion, this has changed the entire game.

Your followers combine all the game’s improvements and ball them up into a person. Their faces are clear and high resolution, with unique voices and great lip sync. They wear awesome armor, which you can replace and enchant with helpful effects. In combat, Lydia fires unlimited arrows more accurately than I can, crouches down when I’m being stealthy, and is pretty good about avoiding traps. As a mage I don’t get much out of the new combat system, but I can watch Lydia perform the special finishing animations on downed enemies. She also talks during your travels. We approached an orange steampunk door and Lydia murmured “that’s a Dwarven ruin.” She’ll sometimes cough or sniff while you’re just walking around. It really feels like there’s someone there with you. For me running around as a female mage, this has turned Skyrim into The Wheel of Time with Lydia as my warder. You end up with a connection to the game more magical than all the spells in the Arcaneum.